TEEKAY OFFSHORE PARTNERS Q1-2017 EARNINGS PRESENTATION May 18, 2017
Forward Looking Statements This presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management s current views with respect to certain future events and performance, including: the Arendal Spirit UMS charter contract termination, including the outcome of the Partnership's dispute of the contract termination by Petrobras and ability to collect amounts under the contract, discussions with the lenders under the unit's related credit facility and the potential for alternative employment of the unit; the timing of start-up and the vessel equivalent requirements of the new CoAs; the Partnership s timing of delivery, start-up and costs of various newbuildings and conversion/upgrade projects and the commencement of related contracts, including potential delays and additional costs on the Petrojarl I FPSO unit and Gina Krog FSO unit; and the outcome of discussions with Statoil on the Gina Krog FSO interim shuttle tanker offloading solution and with the charterer, shipyard and lenders about delivering the Petrojarl I FPSO unit for operation. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: vessel operations and oil production volumes; significant changes in oil prices; variations in expected levels of field maintenance; increased operating expenses; different-than-expected levels of oil production in the North Sea, Brazil and East Coast of Canada offshore fields; potential early termination of contracts; shipyard delivery or vessel conversion and upgrade delays and cost overruns; changes in exploration, production and storage of offshore oil and gas, either generally or in particular regions that would impact expected future growth; the inability of the Partnership to successfully make a claim against, and collect from, Petrobras for the Arendal Spirit UMS; inability of the Partnership to obtain a replacement charter for the Arendal Spirit UMS or a waiver from the lenders of the Arendal Spirit UMS term loan; delays in the start-up of offshore oil fields related to the CoA contracts or the actual vessel equivalent requirements of new CoAs; delays in the commencement of charter contracts; the inability of the Partnership to negotiate acceptable terms with the charterer, shipyard and lenders related to the delay of the Petrojarl I FPSO; the inability to negotiate acceptable terms on the Gina Krog FSO interim shuttle tanker offloading solution; the inability to negotiate acceptable lease and operate terms related to the Varg FPSO FEED study; the ability to fund the Partnership's remaining capital commitments and debt maturities; and other factors discussed in Teekay Offshore s filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2016. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership s expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based. 2
Recent Highlights Generated Q1-17 DCF* of $30.6 million Q1-17 DCF* per common unit of $0.20 Took delivery of the 50% owned Libra FPSO unit, which is expected to arrive in Brazil on May 19 th and commence operations in late- June / early-july 2017 under its 12-year contract Secured two new North Sea shuttle tanker contracts of affreighment (CoA) Extended the Falcon Spirit FSO unit charter contract for five years Entered into a customer-funded front-end engineering and design (FEED) study for the Varg FPSO unit on the Cheviot field in the U.K. sector of the North Sea Received notification from Petrobras to terminate the Arendal Spirit UMS charter contract *Distributable Cash Flow (DCF) is a non-gaap measure. Please see Teekay Offshore s Q1-17 earnings release for a description and reconciliation of this non-gaap measure. Photo: Hans Erik Unneland 3 3
TOO s Growth Pipeline Project Remaining CAPEX ($ millions as at Mar 31, 2017) Remaining Undrawn Financing ($ millions as at Mar 31, 2017) 2017 2018 ALP Towage Newbuildings (1) 43 68 Libra FPSO (2) (conversion) 73 56 Petrobras / Total / Shell / CNPC / CNOOC Out to 2029 East Coast Canada Shuttle Tankers 285 191 Chevron / Husky / Nalcor / Murphy / CHH / Exxon / Statoil / Suncor / Mosbacher Firm Period out to 2030; Options out to 2035 Gina Krog FSO (3) (conversion) 82 16 Statoil Firm period out to 2020; Options out to 2032 Petrojarl I FPSO (upgrade) 98 60 (4) QGEP Out to end-2022 Total 581 391 Short-term charters Charter contract $200 million of additional annual CFVO from growth projects (2) (1) Based on full amount of loan facility to be drawn; capital commitments shown net of $24 million cash liquidated damages payments received from shipyard in April 2017 as compensation for late delivery. (2) Includes only TOO s 50% proportionate share of the Libra FPSO unit. (3) Excludes amounts reimbursable upon delivery. (4) Cash funds held in escrow. 4
Libra FPSO Contract Nearing Start-up December 2014 Successful delivery of the 50% owned Libra FPSO conversion project from the Jurong shipyard in Singapore occurred in late-march 2017 o o o o o 869 subsystems 8,000 tons of marine structural renewals, reinforcements and additions (23,000 tons including topsides) 10,600 spools of piping 300,000 meters of cabling Over 20 million LTI-free man-hours Libra FPSO unit is currently in transit to Brazil where the unit is expected to arrive on May 19 th 12-year contract with a consortium of oil majors, led by Petrobras, is expected to commence in late-june / early-july 2017 October 2016 March 2017 (40%) (20%) (20%) (10%) (10%) 5
Signs of Green Shoots in Core Offshore Markets Petrobras launches Buzios FPSO tender Norway doubles Barents resource tally Centrica to extend life of Chestnut field Premier eyes Catcher output hike Exxon, Petrobras Said to Have Discussed Strategic Partnership Petrobras posts best quarterly results in two years Statoil approaches vital Barents Sea campaign Presalt oil production offshore Brazil reaches milestone Three in race for Libra FPSO 6
Shuttle Tanker Charter Updates Since March 2017, the Partnership has finalized two multi-year CoA contracts for the Catcher and Kraken oil fields in the U.K. sector of the North Sea Charters scheduled to commence during Q3-17 through Q1-18, servicing a consortium of oil companies Currently shuttle tanker CFVO of ~$270 million (1) per annum set to grow Including Glen Lyon CoA contract requirement, recent contract awards will add a requirement for 3.3 shuttle tanker vessel equivalents per annum between May 2017 and January 2018 Delivery of the 3 East Coast Canada newbuildings between Q3-17 and Q1-18 will further add to shuttle tanker CFVO (1) Cash Flow from Vessel Operations (CFVO) is a non-gaap measure. Please see Teekay Offshore s Q1-17 earnings release for a description and reconciliation of this non-gaap measure; based on annualized Q1-17 Shuttle Tanker segment CFVO. Photo: Hans Erik Unneland Photo: Libra Hans FPSO Erik conversion Unneland in progress 7 7
FPSO / FSO Charter Updates In March 2017, commenced a 6- month FEED study with Alpha Petroleum Resources Limited, for the Petrojarl Varg FPSO unit on the Cheviot field in the U.K. sector of the North Sea In May 2017, secured a 5-year contract extension, plus extension options, for the Falcon Spirit FSO on the Al Rayyan field, offshore Qatar Extension commences June 1, 2017 8
Arendal Spirit UMS Notification of Charter Termination In late-april 2017, Petrobras provided formal notice of termination of the Arendal Spirit UMS contract The Partnership is disputing the grounds for termination and reviewing legal options, including the ability to collect amounts under the contract Seeking opportunities for alternative employment and in discussions with lenders 9
TOO s 2017 Priorities Maintaining safety standards and operational excellence Delivering existing growth projects Securing FPSO charter rollovers Exploring partial asset sales and JV partnerships Strengthening the balance sheet and liquidity 10
Appendix
DCF and DCF per Limited Partner Unit Q1-17 vs. Q4-16 Three Months Ended Three Months Ended ($ 000 s, except per unit information) March 31, 2017 (unaudited) December 31, 2016 (unaudited) Revenues 276,138 274,920 Voyage expenses (25,141) (23,323) Comments Net revenues 250,997 251,597 Decrease due to a full quarter of non-payment of the charter hire for the Arendal Spirit UMS and maintenance bonuses received on our FPSO units during Q4-16, partially offset by higher CoA rates and days in the shuttle tanker fleet and higher rates in the towage fleet. Vessel operating expenses (78,990) (84,320) Decrease mainly due to the lower repair and maintenance costs and crew costs for the shuttle tanker fleet. Time charter hire expenses (21,756) (22,440) Estimated maintenance capital expenditures (41,124) (41,369) General and administrative (14,617) (12,631) Increase due to annual restricted stock units issued during Q1-17. Partnership s share of equity accounted joint venture s DCF net of estimated maintenance capital expenditures (1) 5,894 5,625 Interest expense (36,104) (35,859) Interest income 346 262 Realized losses on derivative instruments (2) (10,766) (12,599) Decrease due to the expiration of certain interest rate swap contracts in Q1-17 and Q4-16. Income tax expense (1,379) (11,479) Decrease mainly due to a deferred tax valuation allowance adjustment in Q4-16. Distributions relating to equity financing of newbuildings and conversion costs add-back 1,774 4,461 Distributions relating to preferred units (12,386) (12,386) Adjustments to non-cash revenue (4,051) (4,327) Other - net (1,578) 2,180 Distributable Cash Flow before non-controlling interests 36,260 26,715 Non-controlling interests share of DCF (3) (5,627) (5,088) Distributable Cash Flow (4) 30.633 21,627 Amount attributable to the General Partner (336) (331) Limited partners Distributable Cash Flow 30,297 21,296 Weighted-average number of common units outstanding 148,634 144,705 Distributable Cash Flow per limited partner unit 0.20 0.15 1) See reconciliation of the Partnership s equity income to share of equity accounted joint venture s distributable cash flow net of estimated maintenance capital expenditures. 2) See reconciliation of the Partnership s realized and unrealized gains (losses) on derivative instruments to realized losses on derivative instruments. 3) See reconciliation of the Partnership s non-controlling interest to non-controlling interests share of DCF 4) For a reconciliation of Distributable Cash Flow, a non-gaap measure, to the most directly comparable GAAP figures, see Appendix B in the Q1-17 and Q4-16 Earnings Releases. www.teekayoffshore.com 12
Reconciliations of Non-GAAP Financial Measures Q1-17 vs. Q4-16 Reconciliation of Partnership s equity income to share of equity accounted joint venture s distributable cash flow net of estimated maintenance capital expenditures: ($ 000 s) Three Months Ended March 31, 2017 (unaudited) Three Months Ended December 31, 2016 (unaudited) Equity income as reported 4,475 4,087 Depreciation and amortization 2,203 2,166 Unrealized losses on derivative instruments 290 418 Unrealized foreign exchange (gain) loss (27) 1 Estimated maintenance capital expenditures (1,047) (1,047) Partnership s share of equity accounted joint venture s DCF net of estimated maintenance capital expenditures 5,894 5,625 Reconciliation of Partnership s realized and unrealized gains on derivative instruments to realized losses on derivative instruments: ($ 000 s) Three Months Ended March 31, 2017 (unaudited) Three Months Ended December 31, 2016 (unaudited) Realized and unrealized (loss) gain on derivative instruments as reported (6,532) 81,967 Unrealized gain on derivative instruments (4,234) (94,566) Realized loss on derivative instruments (10,766) (12,599) Reconciliation of Partnership s non-controlling interests in net income to non-controlling interests share of DCF : ($ 000 s) Three Months Ended March 31, 2017 (unaudited) Three Months Ended December 31, 2016 (unaudited) Non-controlling interests in net income as reported 2,372 4,313 Unrealized gains on derivative instruments - (250) Gain on sale of vessel - (2,269) Depreciation and amortization 3,255 3,294 Non-controlling interests share of DCF 5,627 5,088 13
Q2 2017 Outlook Teekay Offshore Partners Distributable Cash Flow Item Net revenues Q2 2017 Outlook (compared to Q1 2017) $2m increase due to the commencement of time-charter contracts for two shuttle tankers during Q2-17, which were previously operating under bareboat contracts, partially offset by the drydocking of one shuttle tanker during Q2-17. Vessel operating expenses $12m increase due to the termination of the Arendal Spirit charter contract in April 2017 resulting in a $11m noncash write-off of deferred mobilization costs and expected decommissioning expenses; and $3m increase mainly due to the commencement of time-charter contracts for two shuttle tankers during Q2-17, which were previously operating under bareboat contracts and the timing of maintenance costs in the FPSO and towage fleets. Time-charter hire expense $2m decrease due to fewer expected spot-in days in Q2-17. Estimated maintenance capital expenditures Expected to be in line with Q1-17. General and administrative expenses Expected to be in line with Q1-17. Partnership s share of equity accounted joint venture s DCF net of estimated maintenance capital expenditures $2m decrease due to an annual maintenance bonus received in Q1-17. Net interest expense Expected to be in line with Q1-17. Distributions relating to equity financing of newbuildings and conversion costs add-back $3m increase mainly due to expected instalments for newbuildings and conversion projects during Q2-17. Distributions relating to preferred units Expected to be in line with Q1-17. Non-controlling interest s share of DCF Expected to be in line with Q1-17. Distributions relating to common and general partner units Expected to be in line with Q1-17. 14
2017(E) Drydock Schedule March 31, 2017 (A) June 30, 2017 (E) September 30, 2017 (E) December 31, 2017 (E) Total 2017 (E) Total Off-hire Total Off-hire Total Off-hire Total Off-hire Total Off-hire Vessels Vessels Vessels Vessels Vessels Entity Segment Days Days Days Days Days Teekay Offshore Shuttle Tanker - - 1 36 3 84 - - 4 120 Note: In the case that a vessel drydock straddles between quarters, the drydock has been allocated to the quarter in which the majority of drydock days occur. 15